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LICENSE AGREEMENT



This License Agreement C Non Exclusive and Non Transferable Royalties (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

AND:  [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


DEFINITIONS

In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings:

"Intellectual Property Rights" includes patents, trade marks, service marks, registered designs, integrated circuits topography, including applications for any of the foregoing, as well as copyright, design right, know-how, confidential information, trade secrets and any other similar rights in any country.

"Modification" shall mean any modification, changes, corrections or additions to the Software or to the Source Code;

"Software" means that version of the application programs interfaces;

"Source Code" means the source code version of the Software in machine-readable form on machine-readable storage medium and which, when compiled, will produce the object code version of the Software.


GRANT OF LICENSE

[YOUR COMPANY NAME] hereby grants to The Licensee, which accepts, a perpetual, personal, non-exclusive and nontransferable license to:

such Modifications to the Source Code that are necessary in order to allow the Software to interface existing systems (the "Source Implementation");

recompile the Source Implementation in object code form (the "Object Implementation");

bundle the Object Implementation with the object code of the existing system (the "Bundle Software");

distribute copies of the Bundle Software (by way of sale, rental, sub-license or otherwise), either directly or through The Licensees sub-distributors, sub-licensees or agents.
and for no other purposes;

The Licensee agrees to use the Source Code only for the purposes expressly contemplated in paragraph 3.1.


TRADEMARKS

Subject to paragraphs 3.2 and 3.3, The Licensee shall apply [YOUR COMPANY NAME]s [SPECIFY TRADEMARK] (the "Trademarks") on Bundle Software packages and written material related to the Bundle Software.

The use of the Trademarks shall be subject to such reasonable restrictions and standards as [YOUR COMPANY NAME] may from time to time adopt.

Prior to any proposed use of a Trademark, The Licensee shall give [YOUR COMPANY NAME] written notice of exactly how The Licensee proposes to use the Trademark, including drawings of all advertising copy. Such written notice shall be delivered to [YOUR COMPANY NAME] at least [NUMBER] days before public distribution, and The Licensee shall make whatever changes [YOUR COMPANY NAME] requires in the use of the Trademark before making any public distribution.

The Trademark shall not be combined with any other trademark, name, appellation, or marking unless [YOUR COMPANY NAME] specifically consents in writing to such combination.

The Licensee shall not use the Trademarks in any way after the termination of this Agreement.


CONFIDENTIALITY

The Licensee shall not disclose or give access to the Source Code to any third parties (other than The Licensees full-time employees) except upon prior written authorization from [YOUR COMPANY NAME] to this effect, it being further agreed that The Licensee shall obtain from any third party to whom disclosure is made pursuant to this paragraph, and prior to a such disclosure, a written covenant naming [YOUR COMPANY NAME] as direct beneficiary of a such covenant, not to further disclose or make use of the Source Code in any manner whatsoever except as provided in this Section.

The Licensee shall promptly report to [YOUR COMPANY NAME] any unauthorized disclosure or any unauthorized use of the Source Code of which it becomes aware and shall take such further steps as may reasonably be requested by [YOUR COMPANY NAME] to prevent unauthorized use thereof.

The provisions of this section shall survive the termination of this Agreement for any reason.


DELIVERY OF SOURCE CODE AND DOCUMENTATION

The Licensee acknowledges that it has already been provided with a copy of the Source Code.

TRAINING AND SUPPORT

[YOUR COMPANY NAME] agrees to provide The Licensee with training in the use and operation of the Software at dates and places to be agreed upon by parties, at a cost of [AMOUNT] per day, plus expenses.

[YOUR COMPANY NAME] further agrees to provide The Licensee with services for the maintenance and support of the Source Code at a cost of [AMOUNT] per day, plus expenses, it being understood and agreed that [YOUR COMPANY NAME] shall have no obligation to provide such services with respect to any versions of the Source Code other than that version of the Source Code provided by [YOUR COMPANY NAME] hereunder.


OWNERSHIP AND COPYRIGHT

The Licensee acknowledges that [YOUR COMPANY NAME] is and remains the owner of all Intellectual Property Rights in and to the Software and the Source Code.

[YOUR COMPANY NAME] shall be assigned with all Intellectual Property Rights in and to any Modifications to the Source Code (including the Software) from their inception and for all the duration of such Intellectual Property Rights and throughout the world.

In consideration of the license granted to The Licensee by [YOUR COMPANY NAME] hereunder and of the assignment contemplated in paragraph 7.2, The Licensee shall be granted with an exclusive license in and to the Intellectual Property Rights assigned to [YOUR COMPANY NAME] by The Licensee hereunder, which license shall be governed and be subject to the same terms and conditions as those provided for herein.


ROYALTIES AND PAYMENT

In consideration of the license granted to The Licensee hereunder, The Licensee agrees to pay to [YOUR COMPANY NAME]:

a minimum royalty of [AMOUNT] [COUNTRY] for each year during which this Agreement will remain in force (the "Guaranteed Minimum"), and

a royalty equal to [PERCENTAGE %] percent of any and all gross incomes payable to The Licensee for the distribution of the Bundle Software (the "Royalties");

Royalties shall become due and payable by The Licensee to [YOUR COMPANY NAME] within [NUMBER] days after the end of the anniversary date of this Agreement, and shall be accompanied by a statement of account ("Statements") showing Royalties payable to [YOUR COMPANY NAME] and the basis for determining the amount of such payment.

Guaranteed Minimum shall be payable upon signature hereof and thereafter no later than at the anniversary date of this Agreement.

The Royalties and Guaranteed Minimum charged to The Licensee hereunder do not include any amount for taxes, duties, levies or other charges imposed by any level of government (inside or outside of Country). Any and all such taxes, duties or other charges if required to be paid by [YOUR COMPANY NAME], shall be reimbursed forthwith to [YOUR COMPANY NAME] by The Licensee with the only exclusion of taxes based on [YOUR COMPANY NAME] income.

Without prejudice to any other right or remedy available, [YOUR COMPANY NAME] shall be entitled to charge The Licensee's interest on any overdue amounts from the due date until the date of payment at an annual rate equal to the yearly average of the reference rate of interest quoted daily by the principal financial institution of [YOUR COMPANY NAME] in the [SPECIFY CITY] for loans in [SPECIFY COUNTRY] to its best commercial customers in the [SPECIFY CITY], plus [PERCENTAGE %] percent.

[YOUR COMPANY NAME] shall have the right, at any time, to give The Licensee written notice of [YOUR COMPANY NAME]s intention to examine The Licensees books and records with respect to Statements. Such examination shall be commenced within [NUMBER] months after the date of such notice, at [YOUR COMPANY NAME]s sole cost and expense, by any C.P.A. designated by [YOUR COMPANY NAME] during The Licensees usual business hours at the place where The Licensee maintains its books and records.


REPRESENTATIONS AND WARRANTIES

[YOUR COMPANY NAME] represents and warrants that:

the Source Code is complete and otherwise accurately reflects the most current version of the Software;

it is the exclusive owner of all Intellectual Property Rights in and to the Source Code, and

that it is not aware of any existing, potential or conflicting claim of ownership in or to the Intellectual Property Rights in the Source Code or any part thereof.

[YOUR COMPANY NAME] warrants that for a period of [NUMBER] days following the date of signature hereof by both Parties, the Source Code will substantially conform with the specifications referred to in the [SPECIFY] application programs documentation provided to The Licensee prior to the signature hereof (the "Specifications"). The Licensee agrees that [YOUR COMPANY NAME] sole liability and The Licensee's sole remedy in respect of any breach of the said warranty shall be for [YOUR COMPANY NAME] to provide corrections of the Source Codes defects so that the Source Code would substantially conform with the Specifications.

[YOUR COMPANY NAME] shall defend and save harmless The Licensee against any claim that the Source Code infringes any Intellectual Property Rights of any third party and [YOUR COMPANY NAME] shall pay any resulting costs and damages incurred, provided that: i) The Licensee notifies [YOUR COMPANY NAME] in writing within a time period sufficient to enable [YOUR COMPANY NAME] to properly defend to such claim and, in any event, no later than [NUMBER] days of any such claim; ii) that [YOUR COMPANY NAME] has sole control of the defense and all related settlement negotiations, and iii) that at [YOUR COMPANY NAME] request, The Licensee provides [YOUR COMPANY NAME] with all necessary assistance, information and authority to perform the above, [YOUR COMPANY NAME] hereby agreeing to reimburse The Licensee for reasonable out-of-pocket expenses incurred by The Licensee in providing such assistance.

If a claim described in paragraph 9.3 has occurred or, in [YOUR COMPANY NAME] opinion, is likely to occur, The Licensee agrees to authorize [YOUR COMPANY NAME], at [YOUR COMPANY NAME] option and expense, to procure for The Licensee the right to continue using the Source Code, to replace or modify the Source Code without material loss of functionality or to terminate this Agreement and return to The Licensee the Guaranteed Minimum initially paid hereunder.

Notwithstanding any provision to the contrary herein, [YOUR COMPANY NAME] shall have no obligation to defend The Licensee or to make any payment of damages, costs, legal fees or otherwise for any claim based upon i) use of other than the current unaltered version of the Source Code or the Software or ii) the combination, operation or use of the Source Code or the Software with any hardware, software (including the AWS), equipment or process, if the facts giving rise to such a claim would have been avoided but for such use, combination or operation.

Notwithstanding any provision to the contrary in the License Agreement, [YOUR COMPANY NAME] shall have no liability or responsibility whatsoever toward The Licensee if the Source Code or the Software has been integrated with another software (including the AWS), has been modified in any manner 

otherwise than by [YOUR COMPANY NAME]or by reason of any error, problem or defect to the Software or to the Source Code directly or indirectly arising from any Modification to the Source Code unless The Licensee can positively demonstrate that any such error, problem or defect would have arisen even if such Modification or part thereof would not have been made to the Software or to the Source Code.

IN NO EVENT SHALL [YOUR COMPANY NAME] HAVE ANY LIABILITY TOWARD THE LICENSEE OR ANY THIRD PARTY FOR LOSS (DIRECT OR INDIRECT) OF PROFITS, LOSS OF BUSINESS REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OR THE LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED, DAMAGES TO EQUIPMENT OR TO THIRD PARTY'S SOFTWARE OR FAILURE OF THE SOFTWARE TO WORK OR PERFORM IN ANY WAY, OR ANY LIABILITY TO THIRD PARTIES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE.

EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, [YOUR COMPANY NAME] NEITHER MAKES NOR GRANTS ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY [YOUR COUNTRY LAW]. [YOUR COMPANY NAME] HEREBY EXCLUDES ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY [YOUR COUNTRY LAW].

The foregoing provisions state The Licensee's exclusive remedies and in no event shall [YOUR COMPANY NAME] liability for any given claim exceed the Guaranteed Minimum initially received by [YOUR COMPANY NAME] hereunder with respect to this Agreement, even if [YOUR COMPANY NAME] is advised of the possibility of such damages. The provision of this Section allocates the risks under this Agreement between [YOUR COMPANY NAME] and The Licensee. The consideration payable by The Licensee under this Agreement reflect this allocation of liability specified herein.

Notwithstanding any provision to the contrary in this Agreement, [YOUR COMPANY NAME] does not exclude or limit its liability for material injury caused through [YOUR COMPANY NAME] intentional or gross negligence nor for bodily injuries caused by [YOUR COMPANY NAME] fault.


TERMINATION

Upon any material breach or default under this Agreement by either party, the other party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after such delivery of such notice, then, without limitation of any other remedy available hereunder, such party may terminate this Agreement forthwith by delivery of a notice of termination to the other Party at any time thereafter.

The Licensee shall have the right to terminate this Agreement after the expiration of the [second] anniversary date of this Agreement by sending a written notice to this effect to [YOUR COMPANY NAME] at least [NUMBER] days in advance.

This Agreement shall automatically terminate effective forthwith upon the occurrence of the following events of default at the option and discretion of [YOUR COMPANY NAME] i) if the Licensee becomes generally unable to pay its debts as they become due, admits in writing its inability to pay its debts generally, makes an assignment for the benefit of its creditors; ii) if any proceedings are instituted against The Licensee which seek to adjudicate it as bankrupt or insolvent or which seek liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or 

composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or which seek the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, unless in any such case such proceedings are contested in good faith by The Licensee and any such order, appointment or other relief is stayed pending the outcome of the contested proceedings and such order, appointment or other relief or rescinded within [NUMBER] days; or iii) if The Licensee takes advantage of any law relating to bankruptcy, insolvency or, generally, relief of debtors.

Upon termination of this Agreement, The Licensee shall immediately:

cease any use of the Source Code (including the Bundle Software) authorized hereunder;

return to [YOUR COMPANY NAME] all copies of the Source Code and of all inventories of the Bundle Software then (or thereafter) directly or indirectly under its control or in its possession, (or destroy all copies thereof in The Licensee's control or possession);

conform with the provisions of section 8 with respect to any and all copies of the Bundle Software for which The Licensee will not have then paid royalties to [YOUR COMPAY NAME], and

within [NUMBER] days after the termination of this Agreement, provide to [YOUR COMPANY NAME], in such form as is satisfactory to [YOUR COMPANY NAME], a sworn statement confirming that The Licensee has complied with the foregoing.

The termination of this Agreement by either [COMPANY NAME] shall be subject to all other rights and remedies available to the Parties hereunder or otherwise.


MISCELLANEOUS

Any notice, demand or other communication (ANotice@) required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given or made if: (i) delivered in person during normal business hours on a business day and left with a responsible employee of the relevant party at the applicable address set forth below; (ii) sent by prepaid first class mail; or (iii) sent by any electronic means of sending messages, including telex or facsimile transmission, which produces a paper record (AElectronic Transmission@) during normal business hours on a business day, charges prepaid and confirmed by prepaid first class mail;

in the case of a notice to [YOUR COMPANY NAME], addressed to it at:

Attention:  
Telephone:  
Telecopier:  
and in the case of a notice to the Licensee, addressed to it at:

Attention:  
Telephone:  
Telecopier:  

Each notice sent in accordance with this paragraph shall be deemed to have been received: (i) on the day it was delivered; (ii) on the third business day after it was mailed (excluding each business day during which there existed any general interruption of postal services due to strike, lockout or other cause); or (iii) on the same day that it was sent by Electronic Transmission, or at the start of business on the first business day thereafter if the day on which it was sent by Electronic Transmission was not a business day.

Any Party may change its address for notice by giving notice to the other Party as provided in this paragraph.

The titles of the articles and paragraphs of this Agreement are inserted solely for convenience, are not a part of this Agreement, and do not in any way limit or amplify the terms of this Agreement.

Any legal proceeding taken by a Party (the "Claimant") against the other (the "Respondent") and which is based on this Agreement shall take place and be brought by the Claimant before the courts having jurisdiction over such proceeding in the judicial district of the address of the Respondent. [COMPANY NAME] expressly agree that such venue is proper and voluntarily submit to the jurisdiction of the courts within the same.

This Agreement and the corresponding relationship of the [COMPANY NAME] shall be governed by, and interpreted in accordance with the [YOUR COUNTRY LAW] in force in the Province of [STATE/PROVINCE] (Country) (excluding any conflict of [YOUR COUNTRY LAW] rule or principle which might refer such construction to the [YOUR COUNTRY LAW] of another jurisdiction) and shall be treated in all respects as a [STATE/PROVINCE] contract.

This Agreement, together with the schedules attached hereto, constitutes the entire agreement between the [COMPANY NAME] pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions between the parties, whether oral or written. No supplement, modification or termination of this Agreement shall be binding, unless executed in writing by the parties.

If any term of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable or shall terminate in the normal course, the remainder of this Agreement or the application of such term to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and each term of this Agreement shall be separately valid and enforceable to the fullest extent permitted by [YOUR COUNTRY LAW].

No provisions of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent excusing the breach shall be in writing and signed by the party to be charged with such waiver or consent. A waiver by a party of any provision of this Agreement shall not be construed as a waiver of a further breach of the same covenant or condition.

Each Party shall take (or cause to be taken) all reasonable steps, including the execution of all further documents as the other Party may in writing from time to time request be done in order to consummate the transactions contemplated hereby or as may be necessary or desirable to give effect to this Agreement or any document, agreement or instrument delivered pursuant hereto.

Except as expressly provided otherwise in this Agreement, neither this Agreement nor any rights or benefits hereunder may be assigned by The Licensee without the prior written consent of [YOUR COMPANY NAME].

Subject to paragraph 11.10, this Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors (including any successor by reason of amalgamation or statutory arrangement of any Party) and permitted assigns.

Except as expressly provided otherwise in this Agreement, dates and times by which any Party is required to perform any obligation under this Agreement shall be postponed automatically to the extent, and for the period of time, that that Party is prevented from doing so by circumstances beyond its reasonable control. Such circumstances shall include acts of nature, strikes, lockouts, riots, acts of war, epidemics, government regulations imposed after the fact, fire, communications line failures, power failures, earthquakes or other disasters. The Party prevented from rendering performance must notify the other Party immediately and in detail of the commencement and nature of such circumstance and the probable consequences of it. Each Party whose performance is delayed must use reasonable efforts to perform its obligations in a timely manner, must employ all resources reasonably required in the circumstances and must obtain supplies or services from other sources if reasonably available.

This Agreement does not create a partnership or a joint venture between the [COMPANY NAME]. No party shall have the right to enter into contracts or pledge the credit of or incur expenses or liabilities on behalf of any other.

Time is of the essence of this Agreement.

The Parties expressly exclude the application of the [COUNTRY] Convention for the International Sale of Goods.



IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


LICENSOR             LICENSEE


                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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